3. Indemnity for Lessee’s Acts or Omissions.



(a) \_Indemnity\_. Upon the occurrence of any Tax Loss (as defined below),
Lessee shall pay to Lessor at Lessor’s option either: (i) a lump sum amount
that, after reduction by the net amount of all federal, state and local taxes
required to be paid by Lessor with respect to the receipt of such amount,
equals, on an after-tax and net present value basis, the aggregate additional
federal, state and local income taxes payable by Lessor as a result of such
Tax Loss, plus any interest, fines, additions to tax or penalties relating to
or in connection with such Tax Loss, which amount shall be payable within
thirty days after written notice from Lessor to Lessee that a Tax Loss has
occurred, or (ii) additional Rent on each date that Basic Rent is due,
beginning on the date specified in written notice from Lessor to Lessee that a
Tax Loss has occurred, in such amounts as are necessary, on an after-tax
basis, in each such case, to maintain Lessor’s after-tax economic yield and
overall net after-tax cash flow for the entire Term at the same level that
would have been available if such Tax Loss had not occurred, plus any
interest, fees, penalties or additions to tax that may be imposed in
connection with such Tax Loss. In the event of any Tax Loss, the Casualty
Value shall be adjusted appropriately by Lessor to reflect such Tax Loss. Any
amount payable by Lessee with respect to a Tax Loss shall be calculated based
on the assumptions set forth in Section 1 above (including the Assumed Tax
Rate).



STIR-1





(Aircraft Lease MSN 42000181)